Douglas L. Braunstein - Aug 30, 2021 Form 4 Insider Report for Talkspace, Inc. (TALK)

Role: Director, 10%+ Owner
Signature: HEC Management GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member
Stock symbol: TALK
Transactions as of: Aug 30, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/26/2021, 07:47 PM
Previous filing: Jun 24, 2021
Next filing: Nov 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TALK	Common Stock	Award	$0	+15.4K		$0.00	15.4K	Aug 30, 2021	Direct	F1
holding	TALK	Common Stock						1.27M	Aug 30, 2021	Direct	F2
holding	TALK	Common Stock						1M	Aug 30, 2021	By Braunstein 2015 Trust	F2
holding	TALK	Common Stock						10.3M	Aug 30, 2021	See footnotes	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of restricted stock units ("RSUs") awared to Douglas L. Braunstein in connection with his service as Chairman and Director of Talkspace, Inc. (the "Company"). Each RSU represents a contingent right to receive one share of the Company's common stock. The RSUs vest in four equal annual installments beginning on June 22, 2022. These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.
F2	These securities are jointly held by Douglas L. Braunstein and Samara Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.
F3	Hudson Executive Capital LP ("Hudson Executive"), as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the securities reported on this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). HEC Management GP LLC ("Management GP"), as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act.
F4	Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
F5	The Reporting Persons' prior filing on July 2, 2021 incorrectly included 7,640,000 shares of the Company's common stock. As previously reported, the Reporting Persons own warrants to purchase up to 7,640,000 shares of the Company's common stock.

Remarks:

Excludes securities beneficially owned by Samara Braunstein, which are being reported on a separate Form 4 filing by Samara Braunstein.